**Exhibit 14**

***FURNITURE BRANDS INTERNATIONAL, INC.***

***CODEOF CORPORATE CONDUCT***

Thefollowing are principles of conduct to which each director, officer andemployee (employee) of Furniture Brands International, Inc. and subsidiaries(the Company) is expected to adhere in order to assure that the Companyconducts itself in a manner consistent with its obligations to the stockholdersand to society:

***GENERAL INTEGRITY***

The Company values its reputationfor integrity.  We believe that honestyis not subject to criticism anywhere. Accordingly, even though standards of ethics may vary in differentbusiness environments, honesty and integrity should characterize our businessactivity everywhere.

***COMPLIANCE WITH LAWS ANDREGULATIONS***

The Company must competevigorously in order to maximize profits, but must at the same time do so instrict compliance with all laws and regulations applicable to ouractivities.  No employee should at anytime take any action on behalf of the Company which he or she knows orreasonably should know violates any applicable law or regulation.  In some instances, laws and regulations maybe ambiguous and difficult to interpret. Management should seek legal advice from the Law Department whennecessary in complying with this policy of observance of all laws andregulations.

***POLITICAL CONTRIBUTIONS***

Exceptas may be authorized by the Company’s Board of Directors, direct or indirectpolitical contributions by the Company of money, goods or services are not tobe made.  While individual participationin the political process is proper and is encouraged by the Company, anemployee’s contribution must not be made, or even appear to be made, directlyor indirectly with Company funds, or be reimbursed from Company funds.  Nor should an employee’s selection of acandidate or of a party be or seem to be, coerced by the Company.

***BUSINESS RECORDS***

Employees must act to ensureclear, concise, timely, truthful and accurate reporting of Companyinformation.  No undisclosed orunrecorded fund or asset of the Company shall be established for anypurpose.  No false or artificial entriesshall be made in the books and records of the Company for any reason, and noemployee shall engage in any arrangement that results in such prohibitedacts.  No payment on behalf of the Companyshall be approved or made with the intention or understanding that any part ofsuch payment is to be used for a purpose other than that described by thedocuments supporting the payment.

All employees must comply withCompany policies, procedures and controls. Accounting and financial reporting of actual transactions and forecastsmust follow the Company’s accounting policies as well as all applicablegenerally accepted accounting principles and laws.

***IMPROPER PAYMENTS ANDPROTECTION AND USE OF COMPANY ASSETS***

All employees shall protect theCompany’s assets and ensure their efficient use.  All Company assets shall be used forlegitimate business purposes.  Theunauthorized use of any funds or property of the Company for any unlawful orimproper purpose or for personal gain or benefit is prohibited.

Bribery or the improper giving ofmoney or anything else of value in an attempt to influence the action of apublic official is prohibited.  Noemployee is authorized to pay or receive any bribe or to make or receive anyother illegal payment on behalf of the Company. This prohibition extends to payments to or from consultants, agents orintermediaries when the employee has reason to believe that some part of thepayment or “fee” will be used for a bribe or to influence government action.

Payments (other than for thelegitimate purchase of a product) or the giving or receiving of a gift of otherthan token or nominal value to or from suppliers or customers or their agents,employees or fiduciaries may constitute a commercial bribe, which may also be aviolation of the law.  Commercial briberyis prohibited and no employee may engage in such bribery on behalf of theCompany.

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***CONFLICTS OF INTEREST***

An employee’s primary duty is toact at all times in the best interests of the Company to the best of his or herability.  To avoid conflicts of interest,the following general rules are to be observed:

***1.     OWNERSHIP OR FINANCIALINTEREST IN OTHER BUSINESSES***

No employee or employee’s relative or in-law shall compete with the Company.  In addition, employees’ business dealings onbehalf of the Company shall not be influenced, or appear to be influenced, bypersonal or family interests.  Allpotential conflict of interest situations must be disclosed by employees andresolved by the Company, including, without limitation, situations in which anemployee or their close relative:

·                  directly or indirectlyreceives a benefit from or has a financial interest in a competitor, supplier or customer of theCompany;

·                  has an individual orfamily interest in a transaction with the Company;

regardlessof whether the relationship is regarded by the employee as fair or unfair tothe Company and regardless of whether the employee acts in good faith or badfaith (Ownership of 1% or less of theoutstanding shares of capital stock of any corporation whose shares are tradedon a national exchange would ordinarily not be considered a conflict ofinterest.)

***2.     CORPORATE OPPORTUNITIES***

No employee shall (a)benefit personally from opportunities that are discovered through the use ofcorporate property, information or position; (b) use corporate property,information or position for personal gain; or (c) compete with theCompany.  Employees owe a duty to the Companyto advance its legitimate interests when the opportunity to do so arises.

***3.     USE OF INSIDE INFORMATION***

The Company obeys all laws designed to protect the investing public withrespect to disclosure of material information. Information is considered material if it would be expected to affect areasonable investor’s decision to buy, sell or hold Furniture Brandsstock.  Examples would be a significantupward or downward revision of earnings forecasts, a significant restructuringchange, a major management change, or a significant acquisition ordivestiture.  Employees should not effectany transaction in the securities of the Company (including exercising stockoptions) or another company involved with Furniture Brands while they havematerial nonpublic information about Furniture Brands or the other company.

Employeesshould not disclose material nonpublic information to anyone (including familymembers and other employees of the Company), except where disclosure is neededto enable the Company to carry on its business, and there is no reason tobelieve - because of an agreement or otherwise - that the information will bemisused or improperly disclosed by the recipient.  Within Furniture Brands, employees shouldonly discuss or disclose material nonpublic information in the ordinary courseof business and when they have no reason to believe that the information willbe misused or improperly disclosed by the recipient.

Noemployee should purchase or sell securities, or advise or in any way encourageanyone else to purchase or sell securities, on the basis of material nonpublicinformation. If an employee transmits material nonpublic information to anyother person who acts upon it, both the employee and the Corporation, or eitherof them, could be liable for the action of such other person.

***4.******              ACCEPTANCEOF GIFTS AND ENTERTAINMENT***

No employee shall accept any gift, favor, loan, payment or other specialbenefit or treatment of any kind having a value in excess of $100 (per maximumallowable IRS tax deduction) or excessive entertainment from any existing orpotential supplier or customer of the Company. Mature discretion should be exercised.

Any questions orrequests for a waiver concerning specific situations of possible conflicts ofinterest shall be submitted in writing to the office of the Corporate Secretaryfor determination by the Audit Committee of the Board of Directors of theCompany.

# ***CONFIDENTIAL INFORMATION***

Employees shall maintainthe confidentiality of information entrusted to them by the Company, itsbusiness partners, suppliers, customers or others related to the Company’sbusiness.  Employees must not disclose toothers (except when disclosure is authorized by the Company or legallymandated) oruse (except pursuant to their employment duties) any confidential information,knowledge, or data whether during or after employment.  Confidentialinformation includes all non-public information that might be of use tocompetitors or harmful to the Company or its customers, if disclosed.    Failureto adequately protect this corporate information could lead to the loss ofhighly confidential data that may place the Company at a disadvantage in themarketplace.

## ***FAIR DEALING***

Each employee shall endeavor to deal fairly and in good faith with theCompany’s customers, shareholders, employees, suppliers, regulators, businesspartners and competitors. No employee shall take unfair advantage of anyonethrough manipulation, concealment, abuse of privileged or confidentialinformation, misrepresentation, fraudulent behavior or any other unfair dealingpractice.

***DISCOVERY OF VIOLATIONS OF POLICY CONCERNING CORPORATE RESPONSIBILITYAND INTEGRITY***

Discovery of events of questionable or fraudulent or illegal naturewhich are in violation of Company policy should be reported to the office ofthe Corporate Secretary.  The Companymaintains a Code of Corporate Conduct hotline (1-888-899-4999) that can be usedto report suspected violations of the Code. Reports to the Code hotline may be made anonymously.  Confidentiality for those who report will bemaintained to the extent possible. The Company forbids retaliation againstemployees who report violations of this Code of Corporate Conduct.  If such instances are identified with personsat high levels within the Company, the matter should be reported to theChairman of the Audit Committee of the Board of Directors.  Any waiver of this Code for executiveofficers or directors may be made only by the Audit Committee of the Board ofDirectors and must be promptly disclosed to shareholders.  The Company will investigate any matter soreported and may take appropriate disciplinary and corrective action, up to andincluding termination.

***REPORTING COMPLIANCE WITH POLICY***

Each member of management of the Company and of each operating divisionand subsidiary shall prepare a letter annually for submission to the AuditCommittee of the Board of Directors of the Company, which shall affirm aknowledge and understanding of the foregoing policy and shall report anytransactions or events where it might appear to an outsider that this policyhas not been observed. These statements will be reviewed by the Audit Committeeand any deviations from policy shall be reported to the Chairman of the Boardof Directors.

 

January, 2007

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